David Bailey’s Nakamoto Acquires BTC Inc and UTXO

Nakamoto has signed agreements to acquire BTC Inc and UTXO Management in a stock based transaction that brings Bitcoin media, events, and asset management under one public company.

Key Takeaways

• Nakamoto agreed to buy BTC Inc, which owns Bitcoin Magazine and runs the Bitcoin Conference, plus UTXO Management, which advises a Bitcoin focused hedge fund.
• The deal is valued at about $107.3 million based on Nakamoto’s February 13 closing price, but earlier terms implied a much higher figure using a $1.12 per share strike price.
• Some market watchers raised concerns about share dilution and the related party nature of the transaction, though a special committee approved it.
• Nakamoto is pushing a broader strategy that mixes media reach, recurring revenue, and a Bitcoin treasury balance sheet.

What Happened?

Nakamoto signed definitive merger agreements Tuesday to acquire BTC Inc and UTXO Management in an all share transaction expected to close in the first quarter of 2026. The move combines media, events, investment advisory, and corporate focused Bitcoin programs inside one public entity.

Deal Structure and Valuation

Under the terms disclosed, Nakamoto will issue about 363.6 million shares to securityholders of BTC Inc and UTXO Management. Based on the company’s February 13 closing price of $0.2951, the announced value lands around $107.3 million.

The structure drew attention because earlier agreements referenced a $1.12 per share strike price. Using that contractual price, the effective value would land far higher, roughly in the $400 million range. That gap has fueled debate online about timing, dilution, and whether the lower share price changes the economics of what Nakamoto is buying.

What Nakamoto Is Buying?

BTC Inc is a major name in Bitcoin media and events. It operates Bitcoin Magazine and runs the Bitcoin Conference, which hosted about 67,000 attendees in 2025 across multiple continents. Its portfolio also includes 27 media brands and a corporate membership platform called Bitcoin for Corporations, which targets enterprise adoption.

UTXO Management adds a different capability. The firm advises 210k Capital, LP, a hedge fund focused on Bitcoin and derivatives, with an emphasis on so called Bitcoin Treasury companies. Supporters of the deal see this as a way to blend content, distribution, and capital markets expertise into one larger platform.

Governance Questions and Market Reaction

Because David Bailey is CEO of Nakamoto and also leads BTC Inc, the transaction is a related party deal. That structure prompted additional scrutiny from investors and observers, especially with Nakamoto shares trading around $0.30, well below earlier levels reported before the company shifted into a Bitcoin treasury strategy.

To address governance concerns, a special committee of independent directors approved the agreement with input from outside legal and financial advisers. Still, dilution remained a key talking point, since issuing hundreds of millions of shares can weigh on existing holders, particularly when the stock price is already depressed.

Bailey framed the acquisitions as a foundation for a broader platform. David Bailey, CEO of Nakamoto said:

Bigger Context: Balance Sheet Moves and Bitcoin Treasury Pressure

The acquisitions follow a busy period for Nakamoto’s finances. The company authorized a $10 million share repurchase program in December 2025 after receiving a Nasdaq delisting notice tied to trading below $1.00. It also refinanced debt with a $210 million Bitcoin backed loan from Kraken, replacing prior obligations to Antalpha. In filings for the third quarter of 2025, Nakamoto reported an $86 million net loss.

Investors have also watched the stock trade at times at a discount to the company’s Bitcoin holdings, a pattern some attribute to equity unlocks and broader volatility in the Bitcoin treasury trade.

CoinLaw’s Takeaway

I see this as Nakamoto trying to turn attention into a business model, not just a marketing story. In my experience, media and conferences can generate real cash flow, but only if the company keeps credibility high and avoids the feeling that content exists to support a balance sheet strategy. The related party angle makes transparency even more important here. If Nakamoto can show clean governance, steady recurring revenue, and clear reporting on how BTC Inc and UTXO perform inside the public company, this could become a serious platform around Bitcoin adoption. If not, dilution fears and valuation questions will keep hanging over the stock.

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